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Client Agreement

This Client Agreement (“CA”) is made up of these Client Terms (the “Terms”)and the Order Form. The Order Form sets out further definitions and commercial terms for these Terms and the identity and details for Urbandog Media and of you.

The licensor and all other licensees in the network have no responsibility or liability for other licensees, nor for their personnel. You should refer directly to the licensee you are dealing with for any issues.

THE PROJECT AND TIMING
UD will provide the following services subject to and conditional on the provisions of this CA:
a) the Initial Services up to the Launch Date to design, develop and deliver Your Site and any related services or items agreed by you and UD;
b) the Ongoing Services from the Launch Date, according to the Package selected by you and any additional services agreed by you and UD.
UD will commence the Initial Services from the Start Date after you have paid the relevant proportion of the Setup Cost in accordance with the Payment Terms.
All Services and any related correspondence, documents or materials will be provided only in the Language unless agreed otherwise.
UD sent you in its Proposal an indicative timeline for a typical project similar to the Initial Services. However, this does not indicate the specific timing for your Initial Services. You and UD will agree together (and adapt for changes and specific circumstances) indicative timing for the Initial Services.
Timing for Ongoing Services and responses from UD under them is set out in the relevant Package (or if no timing is set out, then within a reasonable time from your contact). Included hours within Ongoing Services are indicative (averaged over 3 calendar months as needs require) and are a limit not a minimum.
For all Services, UD will use reasonable endeavours to provide services within any agreed timescales, subject to delay caused by factors not controlled by UD. Time is not of the essence for the delivery of any Services.
UD may assume that instructions and decisions from your personnel about Your Site are binding and authorised without the requirement for further input.
CLIENT RESPONSIBILITIES
You acknowledge that UD’s ability to provide the Services depends on your full and timely co-operation (which you will provide), as well as the accuracy and completeness of information and data you provide to UD. You will:
a) provide UD with access to, and use of, all information, data and documentation reasonably required by UD for the performance of its obligations under this CA;
b) provide timely decisions, instructions and approvals requested by UD, as examples including only in relation to wording, images, themes, colours, design, functions, testing, acceptance or anything needed to produce or amend the Specification, the Services or Future Changes;
c) provide Your Materials to UD to the extent and by the deadlines and in the formats agreed or specified by UD to enable UD to provide the Services.
You are responsible for the accuracy and completeness of Your Materials in accordance with clause 5.
You are responsible for all business, legal, tax, accounting and other aspects of your business, Your Materials and of any Contents or anything offered or marketed through Your Site or through anywhere that Your Site links to or is associated with. UD’s Services relate to design and technical services related to setting up Your Site and supporting or maintaining it to the extent agreed as part of the Services, in each case as instructed by you. UD does not take any responsibility for the compliance of Your Site with any legislation or with any business requirements other than as set out explicitly in this CA.
UD’s Services relate to provision of Your Site but not its contents nor legal documents. You will provide and be responsible for your own business and legal documents (including as examples only any terms of use for Your Site or data protection or privacy or cookies policies or copyright notices). If you instruct UD to include any of these, you must provide them to UD as part of Your Materials. All legal risk or non-compliance with legislation from any wording that you provide, or from failure to instruct UD to create pages for any such documents, or failure to provide the wording to UD, is yours alone.
It is your responsibility, factoring in the limitations and exclusions of liability in this CA, to take out and maintain insurance to the extent appropriate to cover any potential liability arising from Your Site including as examples only any liability that may arise as a result of Vulnerabilities, Contents or Your Materials or with any products or services that you offer or sell from Your Site.
You will comply at all times with all applicable international, national, regional or local legislation, laws and legal requirements including as examples only regulations, directives, laws, statutes, statutory regulations and byelaws, legal controls, legally applicable emergency or alarm measures in each case applying to Your Site, Your Materials or to any Contents or anything that you offer or market on or through Your Site.
You agree to and accept the terms of licence and use (if any) and any acceptable use policy or other policies in relation to the Online Tools as notified by UD or referred to in the Online Tools or any related website.
DEVELOPMENT AND APPROVAL OF YOUR SITE
The procedures in this clause 3 will be repeated as needed following any Edits or Future Changes.
Once UD has completed the initial design and development of Your Site and of any other items (such as images) agreed in the Specification, it will send to you files or a test version of Your Site for approval and testing. You are responsible for testing functionality, links and material compliance of the test app with the Specification and approving the design, structure, colours and any other aspect of Your Site (the “Approval Tests”) and notifying UD of any issues or otherwise of your approval.
After receiving the test version of Your Site as referred to in sub-clause 3.2, you may instruct any Edits to the extent included in the Specification and UD will repeat the submission to you for approval.
If you do not send a response about approval within 5 Working Days (or longer if you agree this with UD) then the Approval Tests are deemed to have been passed and you are deemed to have the compliance of the test website with the Specification.
If any failure to pass the Approval Tests results from a defect which is caused by your act or omission, or by any factor or person for whom UD has no responsibility (“Non-UD Defect”), Your Site will be deemed to have passed the Approval Tests despite the Non-UD Defect. Where able to do so, UD will provide assistance or services reasonably requested by you to help to remedy any Non-UD Defect as Future Changes at your cost.
“Acceptance” of Your Site or of any Future Changes will be deemed to take place at the earliest of the following:
a) the Approval Tests are passed by you;
b) the Approval Tests are deemed to have been passed in accordance with sub-clause 3.4 or 3.5;
c) you use any part of Your Site (or Your Site with Future Changes if applicable) for any marketing or revenue-earning purposes or to provide any services or goods to third parties other than for test purposes.
After Acceptance in accordance with sub-clause 3.6, you authorise UD to proceed without further notice to publish Your Site with the Host.
LAUNCH DATE AND ONGOING SERVICES
The “Launch Date” for Your Site is the date of the publication of Your Site with the Host or (if different) the date of Acceptance under sub-clause 3.6.
To the extent set out in your Package for Ongoing Services, UD will during the Term (in each case subject to you being in compliance with this CA including its payment terms):
a) use commercially reasonable endeavours to arrange and maintain approval, publication and hosting of Your Site with the host; you acknowledge however that Host is third party outside the control of UD. Therefore, UD cannot guarantee its initial or ongoing approval and may need to implement Future Changes required by the Host or any third party. If Your Site is denied or subsequently rejected by the Host and no suitable replacement is found within a reasonable time, you may cancel the Ongoing Services but without refund for any costs or fees already incurred for Ongoing Services and Initial Services;
b) organise access for you to the Online Tools for managing Your Site and its Contents (with the Third Party Products tools and software available being at UD’s discretion and with UD having no liability or responsibility for the availability, uptime or reliability of any of these);
c) suggest to you any updates, amendments, replacements or additions to Your Site or its functionality that are advisable or required (at UD’s discretion and without obligation to monitor or make any such suggestions) to address Vulnerabilities or to comply with requirements of the Host or third party or to implement any Edits or Future Changes requested by you (in each case, subject to clause 6); you will be fully responsible for any consequences and liability if you decide not to instruct UD to make Future Changes after any such suggestion by UD;
d) make available to you (which may be by access to remote support and information including through Online Tools) reasonable amounts of support, help, guidance and consultation (or refer you to an appropriate adviser) in relation to Your Site.
The Ongoing Services Fee only covers the amount of support set out in the relevant Package at the time, and only remote support. If UD (at its option) agrees to any request by you for help requiring extra time or assistance away from UD’s office, you will pay additional fees for that help as agreed with UD (or otherwise at the Default Rate). If applicable, you will also pay UD’s reasonable related expenses such as travel, food and accommodation.
Site CONTENTS AND YOUR MATERIALS
UD will include or incorporate in Your Site any of Your Materials and UD Materials as instructed by you but in each case only to the extent (if at all) included explicitly in the Specification.
To the extent not explicitly included in the Services, you will populate, upload, control, monitor, update, add to, change or modify Your Materials and the Contents of Your Site yourself using the Online Tools.
UD’s Services relate to design and technical services but not to operation or Contents of Your Site. You, and not UD, are responsible for ensuring that Your Materials and the Contents of Your Site do not contain Vulnerabilities and do not infringe applicable laws, regulations or third party rights nor include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, liable to incite racial hatred or terrorism, threatening, menacing, blasphemous or in breach of any third party Intellectual Property Rights or in breach of any site use policy on the website of the Online Tools or referred to from their terms (“Inappropriate Content”).
You will indemnify UD against all damages, losses and expenses arising as a result of any action or claim against UD or any of the UD Network that Your Materials or the Contents constitute Inappropriate Content.
You will fully indemnify UD (except in respect of death or personal injury to the extent that it results from UD’s negligence) in respect of all UD’s losses, costs, liabilities, fees, expenses, and of damages awarded to any third party in contract or in tort (including negligence) arising directly or indirectly from any claims against UD (or any of its related companies or individuals or UD Network) by third parties (including your clients, suppliers or personnel) that relate to your business or to use of Your Site or to Your Materials.22
UD may include the statement “Designed by Urbandog Media” on Your Site unless agreed otherwise.
EDITS AND FUTURE CHANGES
If you wish UD to change the Specification, design, pages, structure, functionality, features or any other aspect of Your Site or related documentation or training or to add further services related to Your Site after the date of this CA, you will notify any such change (“Future Change”) to UD in writing. This clause also applies to any changes suggested by UD to you for any reason, which are always subject to your decision and instruction.
UD will notify you if it cannot perform or deliver the Future Change (which may be for technical or business reasons).
For any accepted Future Change that falls within the definition of being an Edit, UD will confirm in writing if it is included within the Specification or Services at the time of request. If UD does not confirm this or for any Future Changes that do not fall within the definition of being an Edit, you will pay additional fees to UD for the services to deliver the Future Change.
At UD's discretion, any Future Changes may be subject to a new contract for services, especially for extensive changes. If not, (and therefore included under this CA), the Specification will be deemed to include the Future Changes from the date that UD accepts the request. All clauses of this CA that applied to the Initial Services (as examples only including in relation to design, approvals, acceptance tests and payment) will also apply to Future Changes. The definition of Ongoing Services is also deemed to include any amended ongoing services.
The additional Fees for Future Changes and for any related changes to the Ongoing Services will be as agreed by you and UD. If you instruct UD to proceed with the Future Changes without having agreed explicit fees for them, then the fees will be at the Default Rate.
FEES AND PAYMENT
You will pay to UD the Setup Cost for the Initial Services and the Ongoing Service Fees for the Ongoing Services and any other Fees in the amounts and in compliance with the prices and payment terms referred to in this CA, in each case including those in the Order Form, but as amended from time to time in accordance with this CA.
Unless stated otherwise, Fees include fees due for use of the Online Tools and hosting services of the Host. UD will pay these on your behalf provided that you are in compliance with your own payment obligations in this CA.
Other than as referred to in sub-clause 7.1, you will pay directly or reimburse to UD (if so agreed) the fees for any Third Party Products used in relation to Your Site or its domain. This may include, as examples only, payments for payment service providers or cyber security services.
All amounts, fees and charges referred to in this CA and in any prices or fees for supplies or services from time to time from UD are exclusive of Sales Tax unless stated otherwise. You must in addition pay any applicable Sales Tax at the then prevailing rate.
All sums due to UD must be paid in the Currency. All sums due must be paid in a quantity such that the net sum received by UD is equal to the sum receivable from a client in the UD Location, even if in fact you have to deduct any withholding taxes or other sums.
You will not withhold or make any deductions from or set off any sums against any amounts due to UD on any grounds other than any set off arising directly from UD’s intentional breach of this CA, fraud or undisputed liquidated sums owing from UD to you. You acknowledge that this restriction on deduction or set off is reasonable in the context of the parties’ commercial relationship.
Without prejudice to any other rights of UD, if you do not pay any sum due to UD on time you will pay to UD compensation and interest on the overdue unpaid sum at the statutory rates set out at the relevant time in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 in England, as amended and supplemented by subsequent regulations. These rates apply whether or not that law would otherwise apply to you or to the debt or to the UD Location.
Until UD receives any overdue payment from you, UD may also without notice at its sole discretion suspend its Services under this CA and / or access to the Online Tools and / or provision or arrangement of services or supplies to you including (as an example) the publishing or hosting of Your Site. Any such suspension will be without any liability from UD to you or any third party (including your customers or users of Your Site). You will be solely liable for the consequences of any such suspension.
TRAINING
Training in relation to Your Site, the Online Tools or anything related to the Services is only included to the extent set out (if at all) in the Specification or Package.
All training by UD may, at its sole discretion, be provided remotely or by providing access to online training materials, websites or training via the Online Tools.
For any training by UD not included in the Specification or Package, you will pay to UD or to UD’s nominated supplier for any training the fees agreed by you and UD, or if no fees are specifically agreed, fees at the Default Rate.
You will yourself train your own relevant personnel in the management of Your Site and use of the Online Tools and compliance with this CA.
CONFIDENTIALITY
Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
You and UD will keep and maintain the other party’s Confidential Information in strict confidence, stored securely, and will not (other than as part of the Services) make or allow access to or copies of any part of it without the other party’s prior written consent.
You and UD will only use Confidential Information for purposes related to the Services and will not disclose or copy (unless with the other party’s prior written consent) any Confidential Information to anyone other than (to the extent necessary) personnel, affiliates, professional advisers, funding providers or (for UD) members of the UD Network. This includes you not disclosing log-in or access details for any part of the Online Tools to any third party nor permitting anyone to use them other than UD, you and your personnel in accordance with this clause 9.
This clause 9 applies at all times (or, for any information, until it ceases to be Confidential Information). Despite this clause 9, you or UD may disclose the following if disclosure is limited to what is strictly necessary and the other party is given as much prior notice as legally possible:
a) information that the party is legally required to disclose by applicable law or authority of competent jurisdiction or whose disclosure is protected by law;
b) information properly in the party’s possession (with full right to disclose) prior to receipt from the other party;
c) information received from a third party permitted to disclose it;
d) information that is in the public domain other than by breach of this CA or other legal agreement.
WARRANTIES AND EXCLUSIONS
Each of the parties warrants to the other that it has full power and authority to enter into and perform this CA.
UD will perform the Services with reasonable care and skill and will use reasonable endeavours to ensure that to the best of its knowledge Your Site at the Launch Date does not contain Vulnerabilities.
UD warrants that Your Site will perform substantially in accordance with the Specification for a period until the Initial Period End Date. If Your Site does not so perform, UD will, for no additional charge, carry out any work necessary in order to ensure that Your Site substantially complies with the Specification.
The warranty set out in clause 10.3 shall not apply to the extent that any failure of Your Site to perform in accordance with the Specification is caused directly or indirectly by you or any of Your Materials or Contents or by third parties outside the control of UD.
This CA sets out the full extent of UD’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this CA or any collateral contract (whether by statute or otherwise) are expressly excluded.
UD does not warrant that:
a) your use of the Services or Your Site will be uninterrupted or error-free; or
b) the Services or Your Site will be free from Vulnerabilities
c) the Services or Your Site will comply with any specific cyber security requirements requested by you or resulting from legal or other requirements as a result of the nature of your business or services;
d) Your Site or its Contents will comply with legislation (this is your responsibility subject to your own legal advice).
LIMITATION OF LIABILITY AND THIRD PARTY PRODUCTS
Nothing in this CA operates to exclude or limit UD’s liability for any liability which cannot be excluded or limited under any applicable law including any liability for death or personal injury caused by its negligence or for fraud.2
UD has no responsibility or liability for Third Party Products including as an example the services of the Host. UD acts only as your agent in arranging for you to use or receive Third Party Products. The suppliers of any such products or services, have sole responsibility to you for their products or services and for any downtime or unavailability of these. You acknowledge and agree that they are responsible and not UD.
Third Party Products are supplied in accordance with the supplier’s standard terms, available on their website.
UD has no responsibility or liability for the failure of any links in Your Site to external websites or applications, nor for any third party applications, software, databases or websites that have been integrated into Your Site.
UD will not be liable to you for any damage to software, services or devices nor damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
Subject to clause 11.1 and in view of the insurance for Your Site that you are responsible for, UD’s aggregate liability in respect of claims based on events in any 12 calendar months arising out of or in connection with this CA or any collateral contract, whether in contract or tort (including negligence) or otherwise, will in no circumstances exceed the total Fees payable by you to UD under this CA in those12 calendar months.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in Your Materials are and will remain (as between you and UD) entirely owned by and the property of you.
Other than in relation to Your Materials, all Intellectual Property Rights in the Online Tools, the UD Materials, Your Site and any related documentation or training materials including all rights in source code, design, functionality, contents, related software, macros or executables are and will remain entirely owned by and the property of UD or its licensor including in relation to anything created or developed under your instructions.
If any rights referred to as being owned by one party under sub-clauses 12.1 or 12.2 (the “Owned IPRs”) at any time are deemed to be owned by the other party, the other party will on demand promptly do all such acts and execute all such documents necessary to transfer such rights absolutely to the original party or to anyone specified by that original party.
Each party grants the other party a non-exclusive licence of its Owned IPRs in order to provide the Services and for Your Site subject to compliance with this CA. This right is not transferable or extendable even within group companies other than in accordance with clause 16.
Subject to clause 11.1 and in view of the insurance for Your Site that you are responsible for, UD’s aggregate liability in respect of claims based on events in any 12 calendar months arising out of or in connection with this CA or any collateral contract, whether in contract or tort (including negligence) or otherwise, will in no circumstances exceed the total Fees payable by you to UD under this CA in those12 calendar months.
Each party will indemnify the other party (the “Indemnitee”) against all direct damages, losses and expenses arising as a result of any action or claim against the Indemnitee that the indemnifier’s Owned IPRs (or in your case, any Contents of Your Site) infringe any Intellectual Property Rights of a third party, other than infringements referred to in sub-clause 12.7.
The indemnities in clause 12.5 are subject to the following conditions:
a) the Indemnitee promptly notifies the indemnifier in writing of the claim;
b) the Indemnitee makes no admissions or settlements without the indemnifier’s prior written consent;2
c) the Indemnitee gives the indemnifier all information and assistance that the indemnifier reasonably requests;
d) the Indemnitee allows the indemnifier control over any litigation, proceedings, disputes and settlement of any action or claim.
The indemnities in clause 12.5 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the Indemnitee.
If in either party’s opinion it becomes advisable at any time during the Term to modify, discontinue use or replace any item, material, content, code or functionality due to any potential risk of infringement of Intellectual Property Rights of any third party, then the other party will co-operate to implement any resulting changes as quickly as reasonably possible after notification.
DATA PROTECTION
You and UD will control and process personal data relating to or arising from the Services, this CA or Your Site in compliance with Data Protection Requirements. UD’s Privacy Policy sets out details of UD’s use of your data and your rights.You and UD will use all reasonable efforts to assist each other to comply with the Data Protection Requirements in relation to the Services or Your Site.Both you and ES will arrange and maintain registration throughout the Term with any data protection or privacy authority or body (as an example in the UK being the information commissioner) legally required for the creation, processing, use or transfer of personal data. You and UD acknowledge that for the purposes of the Data Protection Requirements in relation to any personal data obtained via Your Site and processed by UD,you are the data controller and UD is the data processor (in each case as defined in the Data Protection Requirements). You will maintain and communicate to individuals any related notices, policies and information required by Data Protection Requirements. As part of this, you will inform any individuals where applicable whose data may be processed by UD that their data may be passed to and used by UD or its sub-contractors. You will, so far as possible, obtain all individuals’ consent to use their data for the purposes set out in this CA but only to the extent that the consent is required by law.you will inform any individuals where applicable whose data may be processed by UD that their data may be passed to and used by UD or its sub-contractors. You will, so far as possible, obtain all individuals’ consent to use their data for the purposes set out in this CA but only to the extent that the consent is required by law.you will inform any individuals where applicable whose data may be processed by UD that their data may be passed to and used by UD or its sub-contractors. You will, so far as possible, obtain all individuals’ consent to use their data for the purposes set out in this CA but only to the extent that the consent is required by law.
UD will, in relation to any personal data processed on your behalf in connection with the performance by UD of its obligations under this CA:
a) process that Personal Data only on your written instructions unless legally required to do otherwise;
b) comply with UD’s Privacy Policy (covering UD’s role as a processor, security and other requirements);
c) place similar obligations on any third-party processor or sub-contractor to the obligations on UD in this clause 13.
Where UD processes personal data on your behalf, you consent to UD appointing the ES Licensor or any other member of the ES Network as a third-party processor or sub-contractor. As between you and UD, UD will remain fully liable for all acts or omissions of any such third-party processor of personal data appointed by it.
Either party may, on not less than 30 days’ notice, add to the Data Protection Requirements or revise this clause 13 by replacing parts of it with standard clauses or similar terms forming part of a certification scheme recognised by applicable data protection legislation.
TERM AND TERMINATION
This CA will apply and be enforceable during the Term (and afterwards to the extent set out in this CA).
Either you or UD may terminate this CA at any time after the Initial Period End Date by giving at least 1 month’s notice to the other party, to end at the end of a calendar month. UD will only do this if UD is ceasing to offer the Services or is no longer able (due to its own licence or legislation, for example) to comply with its obligations under this CA or if for any reason you no longer fulfil UD’s criteria for clients. Any termination by notice referred to in this sub-clause is without liability to the other party other than in relation to obligations or payments due for the period up to the termination date.
Either you or UD may terminate this CA by written notice to the other party in any of the following circumstances:
a) the other party commits a material breach of any term of this CA and the breach is irremediable or (if remediable) is not remedied within 10 Working Days of notice to do so;
b) the other party fails to pay any amount due under this CA on the due date and remains in default for more than 5 Working Days after being notified to make such payment;
c) the other party suspends or ceases carrying on its business or a substantial part of it or states its intention to do so;
d) the other party does or purports to do any transfer or sub-licence of any of rights or licences granted under this CA other than in accordance with this CA;
e) the other party goes into liquidation or a winding up order or resolution is made in respect of it or it is unable to pay its debts when they fall due or any distress or execution is levied on or a receiver, administrative receiver or encumbrancer is appointed over any part of its business or it applies for a court order for a moratorium or makes any arrangement, voluntary arrangement or composition with any or all creditors or a petition is approved for an administration order to be made in respect of it;
f) the other party (or where more than one, any one of them) is unable or presumed unable to pay debts when they fall due or has a bankruptcy order made against them or an insolvency practitioner or receiver or similar official is appointed in relation to their affairs or over the whole or any part of their property or they enter into any arrangement, voluntary arrangement or composition with their creditors or any of them;
g) anything analogous to or having a similar effect to anything described in any part of sub-clauses 14.3.e) or 14.3.f) occurs or is likely to occur in the reasonable opinion of the unaffected party in the near future in relation to the other party or its business in any jurisdiction.
EFFECTS OF TERMINATION
On expiry or termination of this CA with the exception of a termination by UD under sub-clause 14.3, UD will provide to you on request an electronic copy of Your Site (not including Contents unless UD has access to provide these to you). UD will provide such assistance as is reasonably requested by you in transferring the hosting of Your Site to another service provider, subject to the payment of UD’s expenses reasonably incurred.
From the date of termination of this CA for any reason:
a) you will cease using the Online Tools;
b) all licences granted by UD and Services provided by UD under this CA terminate immediately;
c) you will pay to UD all sums owing to UD together with any accrued interest.
All provisions of this CA stated or intended to continue in effect after the end of the Term will continue to do so, for example clause 9 and this clause 15.
ASSIGNMENT AND SUB-CONTRACTING
UD may sub-contract, assign or novate this CA or any or all of its rights and obligations under this CA. For assignment, UD will notify you and the assignee will take over UD’s obligations under this CA from the assignment date, after which UD will be discharged from all obligations under this CA. You will sign any novation agreement as specified by UD (that will not change your obligations under this UD) to replace the definition of UD in this CA to refer to the assignee. Without limiting the rest of this sub-clause, if the licence agreement between UD and the UD Licensor ends, the UD Licensor may by notice to you take over the role of UD in this CA itself or with a replacement licensee.
This CA is personal to you. Due to its criteria for the type of clients for whom UD can provide Services, you will not assign, transfer, charge, sub-contract, sub-license, declare a trust over or deal in any other manner with any of your rights and obligations under this CA in each case without UD’s prior written consent, which will not be unreasonably withheld or delayed.
NOTICES
All parties will send any notice, consent or demand under this CA in writing in the Language. The recipient may assume it was sent with authority of the sender. If a communication is received on a day that is not a Working Day, it is deemed received on the next Working Day.
In addition to any means authorised by law any communication in writing may be given by:
a) personally serving it on a party or hand-delivering it to the party’s current address for service (deemed received on service or hand-delivery);
b) sending it to the party’s address for service by signed-for delivery (deemed received when receipt is signed by or on behalf of the recipient); or
c) sending it by an electronic method that includes a valid digital or electronic signature (deemed received 24 hours after transmission or, if earlier, when the recipient received and opened it).
d) emailing it with a system for delivery receipt notification to the recipient’s designated email address for notices at the relevant time (deemed received when the sender receives a delivery receipt for the email).
The valid address for service and other contact details for notices for the parties are as set out in the Order Form or as updated by notice at any time.
MISCELLANEAUS
UD may modify or replace these Client Terms from time to time by notification to you (which may be by link to a website setting out the replacement terms). No change will apply to you prior to the Initial Period End Date. Any change after that date will not apply until at least one month has passed since notification of the change, so that you have time to terminate in accordance with this CA if you do not agree with the change.
Other than as referred to in the Order Form and in sub-clause 18.1, no variations or modifications to this CA are effective except by written agreement duly signed by persons authorised on behalf of all parties, which in the case of UD must include a director of UD.
Either you or UD may in its sole discretion give a whole or partial release, waiver, compound, compromise, indulgence or time (a “Waiver”) in respect of any of the other party’s obligations or liabilities, but no Waiver is effective unless in writing and signed by an authorised signatory. No Waiver affects the rights of the party giving the Waiver in respect of other liabilities or obligations or other rights relating to that obligation or liability.
Nothing in this CA makes you or UD an agent, partner, employee or representative of the other party. Neither you nor UD will represent or hold itself out as being any of these nor as having power or authority to incur obligations on behalf of or pledge the credit of the other party.
If any provision or wording within any provision of this CA is illegal, invalid, void, voidable or unenforceable in any jurisdiction, the affected wording will be deemed to be deleted in that jurisdiction but the enforceability of the CA in any other jurisdiction will not be affected and nor will the validity or enforceability of any other provision, wording or part of this CA.
No party to this CA will be liable for any delay or failure to meet obligations (other than a payment obligation) due to any cause outside its reasonable control (for example terrorist action, government controls, flood, fire, riots, war, epidemics) (“force majeure”), which it must notify to the other party as soon as possible. This sub-clause also applies if there are reasonable grounds to believe that such a situation is imminent even if it has not yet occurred. If performance of this CA is substantially prevented for 6 continuous months because of such a situation, either party may terminate this CA by written notice.
This CA does not create any benefit or rights enforceable by anyone not a party to it except that a transferee, assignee or successor under the terms of this CA is deemed to be a party.
The Proposal and any other information provided to you prior to or with this CA are for marketing and illustrative purposes only and have no legal effect. You acknowledge that you are not relying on anything not set out or explicitly incorporated into this CA.
This CA contains the entire agreement and understanding of the parties with respect to its subject matter.
INTERPRETATION AND GOVERNING LAW
In this CA, except where the context requires otherwise: defined terms are indicated by use of initial capital letters; words or phrases defined anywhere in this CA (including in the Order Form) have the same meaning throughout this CA; references to legislation, statutory provisions or regulations include any replacements, modifications, additions, consolidations or re-enactments in force at the relevant time whether before or after the date of this CA and include any applicable legislative provision having similar effect both in UD Location and in your location, if different; words denoting any gender include all genders; words denoting the singular include the plural and vice versa; references to clauses, sub-clauses, component parts or Schedules are to those in this CA; headings are for convenience and do not affect interpretation;if there is more than one of you then each reference to you and each obligation on you shall apply jointly and severally to each of you.
Any reference to a prohibited action or restriction on any party also includes an obligation on that party not to permit, authorise or license anyone else to carry out the prohibited action or break the restriction. All obligations, prohibitions, restrictions and provisions of this CA are to be interpreted as meaning “to the extent permitted by and in accordance with all applicable legislation”.
If this CA has been translated into any language other than English, in the event of any uncertainty or conflict in interpretation or otherwise, the English language version of this CA shall prevail in all circumstances.
This CA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this CA or its subject matter or formation shall be read, construed and governed by the laws of the UD Location and subject to the exclusive jurisdiction of the Courts in the UD Location.
In this entire CA, unless the context requires otherwise:
“CA”
means this client agreement including its Order Form,these Client Terms and any Schedules in each case as amended from time to time in accordance with the terms of this CA;
“Confidential Information”
means information however transmitted, recorded or retained and whether oral, written or electronic that is confidential and is marked or notified as such or which would reasonably to be considered confidential because of the nature of the information or the circumstances of its disclosure;
“Contents”
means all words, images, logos, documents and downloadable items or other contents on Your Site (which may include some or all of Your Materials) whether originating from you or from any third party or user;
“Data Protection Requirements”
means all applicable data protection legislation in the UD Location and the Privacy Policy and any other data protection or privacy policy of UD communicated to you;
“Edit”
means a change that requires no re-design of graphics, template, layout nor any additional pages;
"IS Licensee"
means Eazi-Business Ltd, a company registered in England and Wales with registered number 08364226 and registered office at The Old School House, 65A London Rd, Oadby, Leicester LE2 5DN, UK or any replacement licensor under ES’s agreement with them;
“ES Location”
means the region and country where ES has its address as set out in the Order Form;
“ES Materials”
means (in any format) each and all of ES’s documents, materials, training materials, images, vidEAs, instructions, precedents, standards and policies in each case as amended at any time by ES;
“ES Network”
means each and all of ES itself, the ES Licensor, and any master licensee or licensee of the ES Licensor or licensor and anyone else licensed by ES or any master licensee or associated company to trade under the ES Licensor’s trading name or system of operation;
“ES”
means the licensee member of the ES Network as defined in the Order Form;
“Fees”
means the Setup Cost, Ongoing Services Fee, any fees for Edits not included in the Specification, fees for Future Changes, fees for any additional services such as provision or design of any other items such as logos or images and any other sums or fees payable from you to UD under this CA;
“Future Change”
means as set out in sub-clause 6.1;
“Host”
means the third-party host for the online tools and the third-party host for Your Site;
“Initial Period End Date”
means the date set out as such in the Order Form;
“Initial Services”
means the initial services listed in the Order Form, as amended in the future in accordance with this CA;
“Intellectual Property”
means all intellectual property rights or ownership rights, including as examples only patents, copyright, database rights, design rights, inventions, trademarks, service marks, software rights, moral rights and all other intellectual property rights (in each case whether or not currently registered or capable of registration and all similar or equivalent rights or protections at any time in any part of the world);
“Launch Date”
means as set out in sub-clause 4.1;
“Ongoing Services Fee”
means the monthly fee for your Package as set out in the Order Form (or as changed in accordance with this CA) plus any additional fees agreed by you and UD for the Ongoing Services;
“Ongoing Services”
means the ongoing services included within your Package as set out in the Order Form (or as changed in accordance with this CA) plus any other services agreed by you and UD to form part of the Ongoing Services;
“Online Tools”
means the internet based apps, tools, websites or portals and any software available through them in each case as specified by UD that you are licensed to log into all or part of (depending on your Services) including to manage the Contents or Your Materials on Your Site;
“Order Form”
means each order form document for services signed by you with a member of the ES Network subject to these Client Terms and stated to form part of this CA;
“Package”
means the package of ongoing services to be provided by UD to you in accordance with this CA being the package indicated in the Order Form with detail as set out in the specification there (or if not set out there, then details for each package as set out in the Proposal) but as changed from time to time in accordance with this CA or from your choice of package;
“Privacy Policy”
means UD’s data protection and privacy policy or notice on its website (which may be a sub-website from the ES Licensor) as set out in the Order Form or as notified by UD from time to time;
“Proposal”
means the proposal for services related to Your Site sent to you by UD prior to or on the date of this CA;
“Sales Tax”
means any sales tax or services tax or digital tax or other similar or applicable tax (for example VAT in the United Kingdom) applicable at your location or in the UD Location or anywhere else at the time in relation to the supply or sale of goods or services to the extent applicable to the Services or any sums due;
“Services”
means the Initial Services, the Ongoing Services and the services for any Edits or Future Changes in each case as amended from time to time in accordance with this CA;
“Specification”
means the specification as set out in the Order Form (or if not set out there, then as set out in the Proposal which may be referred to as “Project Scope” or other name) but as amended at any time by agreement in accordance with this CA;
“Start Date”
means the date set out as such in the Order Form;
“Term”
means the period from the date of this CA until it is terminated in accordance with its terms;
“Third Party Products”
means products, services or materials supplied or provided by third parties, including (as examples only) publishing and hosting services by the Host for those and provision of the Online Tools by their Host;
“Vulnerability”
means anything (whether inherent or as a result of third party actions) that results in a negative impact to the confidentiality, integrity or availability of Your Site;
“Working Day”
means Monday to Friday in the UD Location excluding public holidays in the UD Location;
“You”
means and refers to the person or company set out as such in the Order Form and “your” means of that person or company;
“Your Materials”
means materials in any format that you provide for incorporation in Your Site that are not UD Materials;
“Your Site”
means the website to be created for you by UD in accordance with this CA.
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